EXHIBIT 10.8
ABSZ STOCK LOAN AGREEMENT
STOCK LOAN AGREEMENT
THIS AGREEMENT, made and entered into this 9th day of May, 2005, by and
between Xxxxxx X. Xxxxxxxx, 000 Xxxxxxx Xxxx, Xxxxxxx, Xxxxxxx, 00000, Xxxxx X.
Xxxxxx, 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx and Xxxxx X. Xxxxxxxx, 000
Xxxxx 0xx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000 (hereinafter referred to jointly
and individually as "Lenders") and ABSZ, LLC, a Kentucky limited liability
corporation, with its principal place of business at 000 Xxxx Xxxx Xxxxxx, Xxxxx
000, Xxxxxxxxx, Xxxxxxxx 00000 (hereinafter referred to as "ABSZ"), and Equity
Technologies & Resources, Inc. a Delaware corporation, and its subsidiary,
Verified Prescription Safeguards, Inc., a Florida corporation, with their
principal places of business at 0000 Xxxxxxx Xxxx Xxxx, X.X. Xxx 00000,
Xxxxxxxxx, Xxxxxxxx 00000 (hereinafter referred to as "ETCR/VPS") jointly and
severally, for and in consideration of the mutual promises and covenants
contained herein, and other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereby agree to the following terms
and conditions.
(1) The Lenders each agree to loan five hundred thousand (500,000)
unrestricted shares of Class A Common Stock in Equity Technologies & Resources,
Inc. (ETCR), being a total of one million five hundred thousand (1,500,000)
shares, to ABSZ for the use and benefit of ETCR/VPS in order for ABSZ to pay for
accounting, auditing, tax and legal work to enable ETCR/VPS to make current
filings with the U.S. Securities and Exchange Commission in order maintain its
current stock registration and to operate as a viable public company.
(2) ABSZ agrees to open a trading account at Lexington Investment Company,
in Lexington, Kentucky for the purpose of selling said shares to raise the
maximum amount of money possible, under the circumstances, to expedite the work
referred to above, said trading account shall have checking account privileges
requiring two signatures of Xxxxx X. Xxxxxx, Managing Member of ABSZ, LLC, and
Xxxxx X. Xxxxxx, Member of ABSZ, LLC, both of Lexington, Kentucky.
(3) ETCR/VPS acknowledges that ABSZ is a non-affiliate of ETCR/VPS.
(4) ETCR/VPS and ABSZ agree to arrange for the aforementioned work to be
done as expeditiously as possible, with ABSZ providing oversight of all such
work, obtaining invoices from and making direct payments to the accountants,
auditors, and attorneys performing said work, and in return for said payments,
ETCR/VPS agrees to issue three million five hundred thousand (3,500,000) shares
of unrestricted Class A Common Stock to ABSZ, for equal distribution of one
million shares (1,000,000) each to the Lenders with five hundred thousand shares
(500,000) to Xxxxx X. Xxxxxx, Managing Member, or his designee, upon filing all
necessary documents with the U.S. Securities and Exchange Commission and
Internal Revenue Service and ETCR/VPS meets regulatory guidelines to issue said
shares, said shares shall immediately be issued.
(5) As stated in (1) above, the purpose and intent of this Agreement is to
provide the means for ETCR/VPS to have sufficient funds to pay for accounting,
auditing, tax and legal work necessary to enable ETCR/VPS to make current
filings with the U.S. Securities and Exchange Commission and Internal Revenue
Service in order to maintain its current stock registration and to operate as a
viable company and for the resulting benefit of all stockholders. In the event
trading of ETCR is halted, thereby preventing the filing of documents referred
to above and/or in the event the registration of the stock in ETCR/VPS is
terminated; and in the unlikely event of the untimely death or the voluntary
separation from ETCR/VPS of Xxxxx Arch, Chairman of the Board and Xxxxx X.
Xxxxxxx, President & CEO, it is also the intent of this document for all to know
that ETCR/VPS intends for ABSZ, LLC to initiate the most efficient and expedient
means possible to carry out these actions.
(6) ETCR/VPS agrees to hold ABSZ and the Lenders, their successors, heirs
and assigns, harmless from any liability or loss either directly or indirectly
related to this transaction and further agrees to fully indemnify the Lenders,
their heirs and assigns, for any loss or expense incurred of whatsoever kind or
nature with respect to this transaction or any other transaction involving ABSZ
and the Lenders, their heirs and assigns.
Executed by the "Lenders" and "ABSZ" and "ETCR/VPS" this on various dates
in June, 2005, with the last date noted below being the effective date of this
Agreement. It is acknowledged and expressly agreed to by all parties hereto that
signatures may be executed separately, at different times and places, and
transmitted by facsimile or other electronic means to be a part of this original
document, without affecting the validity of this Agreement
XXXXXX X. XXXXXXXX, XXXXX X. XXXXXX, XXXXX X. XXXXXXXX,
LENDER LENDER LENDER
/s/Xxxxxx X. Xxxxxxxx /s/Xxxxx X. Xxxxxx /s/ Xxxxx X. Xxxxxxxx
--------------------- ---------------------- ---------------------
DATE: ______________ DATE:________________ DATE:_______________
ABSZ, LLC
/s/ Xxxxx X. Xxxxxx
--------------------
XXXXX X. XXXXXX,
MANAGING MEMBER
DATE:____________
EQUITY TECHNOLOGIES & RESOURCES, INC
VERIFIED PRESCRIPTION SAFEGUARDS, INC
/s/Xxxxx Arch
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XXXXX ARCH, DIRCTOR AND CHARIMAN OF THE BOARD
DATE:_______________
/s/ Xxxxx X. Xxxxxxx
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XXXXX X. XXXXXXX, DIRECTOR, PRESIDENT AND CHIEF EXECUTIVE OFFICER
DATE:________________
